MZ² Roofing Pty Ltd - Terms & Conditions of Trade

 1. Definitions

1.1 “MZ²” means MZ² Roofing Pty Ltd, its successors and assigns, or any person acting on behalf of, and with the authority of, MZ² Roofing Pty Ltd, who will perform the Works as specified in the Quotation.

1.2 “Client” means the person/s or entity requesting the Works as specified in the Quotation (and/or any order, invoice or other document), and if there is more than one Client is a reference to each Client jointly and severally.

1.3 “Quotation” means the letter/s or other document/s prepared by MZ², and submitted to the Client, to describe the scope of the Works which are to be performed by MZ² for the Client (including any commencement or completion date/s, site address and the amount or method of calculation of the Price and any other associated costs and expenses, and such other information and provisions (including any special terms or conditions) as MZ² requires.

1.4 “Works” means all Works to be performed or Materials to be provided by MZ² for/to the Client, at the Client’s request, from time to time (where the context so permits the terms ‘Works’ or ‘Materials’ shall be interchangeable for the other). All Materials provided by MZ² will be suitable for the purpose for which they will be used, and (unless otherwise stated in the Quotation) those Materials will be new.

1.5 “Price” means the Price payable for the Works as agreed between MZ² and the Client in accordance with clause 4 below.

2. Acceptance

2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts the provision of, any Works.

2.2 These terms and conditions may only be amended with MZ²’ consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and MZ².

2.3 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

2.4 Where the Client is a contractor or a tenant (and therefore not the owner of the site) then the Client warrants that the Client has obtained the full consent of the owner for MZ² to provide the Works to the site. The Client acknowledges and agrees that they shall be personally liable for full payment of the Price for all Works provided under this contract, and to indemnify MZ² against any claim made by the owner of the site (howsoever arising) in relation to the provision of the Works by MZ², except where such claim has arisen because of the negligence of MZ² when providing the Works.

3. Change in Control

3.1 The Client shall give MZ² not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by MZ² as a result of the Client’s failure to comply with this clause.

4. Price and Payment

4.1 At MZ²’ sole discretion, the Price shall be either:

(a) as indicated on any invoice provided by MZ² to the Client; or

(b) MZ²’ quoted price (subject to clause 4.2) which will be valid for the period stated in the Quotation or otherwise for a period of ninety (90) days. Such Quotation is fixed, and (subject to clauses 4.2 and 4.3) is not negotiable after commencement of the Works. Unless otherwise specified in the Quotation, no provision has been made to allow for:

(i) any permits, scaffolding, access machinery, cranes or any other tradespeople necessary for the completion of the Works; and

(ii) the resolution of any latent conditions or events (including, but not limited to, asbestos removal), or anything not specifically stated in the Quotation.

4.2 MZ² reserves the right to change the Price:

(a) if a variation to the Materials which are to be provided is requested; or

(b) if a variation to the Works originally scheduled (including any applicable plans or specifications) is requested; or

(c) where additional Works are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather conditions, high winds, limitations to accessing the site, availability of machinery, safety considerations (such as asbestos or other toxic materials), prerequisite work by any third party not being completed or not code compliant, obscured building defects (such as rot) which require remedial work, change of design, etc.) which are only discovered on commencement of the Works.

4.3 MZ² shall not undertake additional work other than by instruction by management and only then in accordance with an additional written and duly accepted Quotation amendment or variation to the original Quotation.

4.4 At MZ²’ sole discretion, a deposit of ten percent (10%) of the Price shall be required upon the Client’s acceptance of the Quotation.

4.5 Time for payment for the Works being of the essence, the Price will be payable by the Client on the date/s determined by MZ², which may be:

(a) on delivery of Materials required for the performance of the Works; and/or

(b) on completion of the Works; or

(c) by way of progress payments in accordance with MZ²’ specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Materials delivered to the site but not yet installed; or

(d) the date specified on any invoice or other form as being the date for payment; or

(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by MZ².

4.6 Payment may be made by cash, cheque, electronic/on-line banking, or by any other method as agreed to between the Client and MZ².

4.7 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to MZ² an amount equal to any GST MZ² must pay for any provision of Works by MZ² under this contract or any other agreement. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price, except where they are expressly included in the Price.

5. Provision of the Works

5.1 MZ² will perform the Works in a proper and workmanlike manner (in accordance with the plans and specifications as detailed in the Quotation), with due diligence, and (subject to clause 5.2) it is MZ²’ responsibility to ensure that the Works commence and are completed in accordance therewith, or as soon as it is reasonably possible if no date for commencement or completion has been specified.

5.2 The Works commencement date will be put back and the completion date extended by whatever time is reasonable in the event that MZ² claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond MZ²’ control, including, but not limited to, any inclement weather, any event under clause 18.7, or any failure by the Client to:

(a) make a selection; or

(b) have the site ready for the Works; or MZ² RoofingPty Ltd – Terms and Conditions of Trade © Copyright – EC Credit Control 1999 - 2018

(c) notify MZ² that the site is ready.

5.3 MZ² may provide the Works by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

5.4 Any time specified by MZ² for provision of the Works is an estimate only and MZ² will not be liable for any loss or damage incurred by the Client as a result of any delay. However:

(a) both parties agree that they shall make every endeavour to enable the Works to be performed at the time and place as was arranged between both parties. In the event that MZ² is unable to perform the Works as agreed solely due to any action or inaction of the Client then MZ² shall be entitled to charge a reasonable fee for performing the Works at a later time and date; and

(b) the Price is fixed whether or not the estimated date for completion is achieved.

6. Risk

6.1 MZ² shall maintain a contract works insurance policy until the Works are completed. Upon completion of the Works all risk for the Works shall immediately pass to the Client.

6.2 MZ² may at its discretion notify the Client that it requires to store at the site Materials, fittings and appliances, or plant and tools required for the Works, in which event the Client shall supply MZ² a safe area for storage and shall take all reasonable efforts to protect all items so stored from possible destruction, theft or damage. In the event that any such items are destroyed, stolen or damaged then the cost of repair or replacement shall be the Client’s responsibility.

6.3 The Client warrants that the structure of the premises upon which these Materials are to be installed or erected is sound and will sustain the installation and associated Works, and MZ² shall not be liable for any claims, demands, losses, damages, costs and expenses howsoever caused or arising in connection with the installation and associated Works.

6.4 MZ² gives no guarantee (expressed or implied) against crazing, cracking, chipping or scratching that may occur that is beyond MZ²’ control due to the nature of the Materials at the time of installation, therefore it is recommended that the Client allows for extra Materials for such breakages.

6.5 The Client acknowledges and agrees that no persons other than those authorised or employed by MZ² are to walk on the treated roof surface for a period of twenty-one (21) days after completion of the job and at no time are any persons permitted to be in the areas of the Works. MZ² shall not be liable for any loss, damages, injuries, or costs however arising resulting from the Client’s failure to comply with this clause.

6.6 The Client acknowledges that (unless specified otherwise in the Quotation, or authorized by the Client prior to the commencement of the Works) repairs to existing tile roofs shall be based only on the replacement of damaged tiles and shall not include the replacement of tiles with slight imperfections. If the Client requests the replacement of tiles that have slight imperfections, but which MZ² does not deem to be defective or that will affect the integrity of the roof, then this shall be a variation to the original Quotation and clause 4.2 will apply.

6.7 Whilst MZ² will take all care when:

(a) Moving and replacing any Foxtel dish, air-conditioning unit or aerial, MZ² cannot be held responsible for any faults, damage or poor reception either during or after the Works; and

(b) removing and installing the Materials, sometimes cracks may appear on the ceilings and/or walls. If MZ² drops something on the ceiling, or should MZ² step on the ceiling causing it to break, MZ² will repair the damage at no additional cost. However, MZ² cannot be held responsible for cracks appearing as a result of movement of the roof, as sometimes ceilings are connected to the roof structure and by the action of stepping on the roof frame or hammering in nails can cause cracking.

6.8 If provided for in the Quotation (or any variation thereto) all asbestos shall be removed in accordance with NOHSC Code of Practice for the Safe Removal of Asbestos 2002 (2005). 6.9 In the event any defect is a result of any cause unrelated to Works provided by MZ², or damage has been caused by any party other than MZ², a call-out charge of one hundred and sixty-five dollars ($165.00) shall be due and payable by the Client. Where the Client requests MZ² to repair such damage, then MZ² reserves the right to charge the Client for any costs incurred in rectifying such damage in addition to such call-out charge.

7. Access

7.1 The Client shall ensure that MZ² has clear and free access to the site at all times to enable them to undertake the Works. MZ² shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of MZ².

8. Client’s Responsibilities

8.1 It is the responsibility of the Client to, prior to commencement of the Works:

(a) ensure any required pre-requisite work to be carried out by other trades will be completed;

(b) if required and agreed upon, provide and have erected scaffolding and edge protection to enable the Works to be undertaken (where in MZ²’ opinion it is deemed necessary). It is also agreed that all scaffolding and edge protection erected will comply with industry safety standards (including AS/NZS 4994.1:2009) and that any person erecting it shall be suitably qualified to ensure its safe and proper erection; and

(c) any costs incurred by MZ² due to any delay to the Works as a result of the Client’s failure to adhere to this clause will be treated as a variation as per clause 4.2(b).

8.2 The Client agrees to:

(a) ensure that the site complies with all the regulations and Acts of Parliament and rules applicable thereto; and

(b) carry out all the preparatory work as is necessary prior to the commencement of the Works or delivery of Materials and to ensure that the roof structure and plumbing is in conformity with all regulations and Acts of Parliament and rules applicable thereto and that the rafters and battens are level to receive sheeting and accessories; and

(c) warrant the correctness of the details set out in the bill of quantities and/or measurements in quantities, or measurements indicated in the sketch of the roof.

9. Compliance with Laws

9.1 The Client and MZ² shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Works, including any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.

9.2 The Client shall:

(a) be liable for any costs incurred by MZ² due to the Client’s failure to comply with clause 9.1; and MZ² RoofingPty Ltd – Terms and Conditions of Trade © Copyright – EC Credit Control 1999 - 2018

(b) unless otherwise specified in the Quotation, obtain (at the expense of the Client) all permits, licenses, approvals, access machinery, cranes or other trades people that may be required for the completion of the Works.

9.3 All Materials supplied and fixed by MZ² shall be in accordance with the current Standard, Association of Australian Code and appropriate State or Federal legislation regulations and rules. MZ² will not accept any liability or give any guarantee where supply or fixing is specified by the Client contrary to this clause.

10. Title

10.1 MZ² and the Client agree that ownership of the Materials shall not pass until:

(a) the Client has paid MZ² all amounts owing to MZ²; and

(b) the Client has met all of its other obligations to MZ².

10.2 Receipt by MZ² of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised, and until then MZ²’ ownership and rights in relation to the Materials, and this contract, shall continue.

10.3 It is further agreed that, until ownership of the Materials passes to the Client in accordance with clause 10.1:

(a) the Client is only a Bailee of the Materials and unless the Materials have become fixtures must return the Materials to MZ² on request.

(b) the Client holds the benefit of the Client’s insurance of the Materials on trust for MZ² and must pay to MZ² the proceeds of any insurance in the event of the Materials being lost, damaged or destroyed. The production of these terms and conditions by MZ² shall be sufficient evidence of MZ²’ rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with MZ² to make further enquiries.

(c) unless the Materials have become fixtures the Client irrevocably authorises MZ² to enter any premises where MZ² believes the Materials are kept and recover possession of the Materials.

(d) MZ² may recover possession of any Materials in transit whether or not delivery has occurred.

(e) the Client shall not charge or grant an encumbrance over the Materials nor grant nor otherwise give away any interest in the Materials while they remain the property of MZ².

(f) MZ² may commence proceedings to recover the Price notwithstanding that ownership of the Materials has not passed to the Client.

11. Personal Property Securities Act 2009 (“PPSA”)

11.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

11.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Materials, and/or any monetary obligations owed by the Client to MZ² for the provision of the Works, that have previously been provided (if any), and that will be provided in the future, by MZ² to the Client.

11.3 The Client undertakes to:

(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which MZ² may reasonably require to;

(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

(ii) register any other document required to be registered by the PPSA; or

(iii) correct a defect in a statement referred to in clause 11.3(a)(i) or 11.3(a)(ii);

(b) indemnify, and upon demand reimburse, MZ² for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any registration made thereby;

(c) not register a financing change statement in respect of a security interest without the prior written consent of MZ²;

(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Materials in favour of a third party without the prior written consent of MZ².

11.4 MZ² and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

11.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

11.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

11.7 Unless otherwise agreed to in writing by MZ², the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.

11.8 The Client must unconditionally ratify any actions taken by MZ² under clauses 11.3 to 11.5production@mz2roofing.com.au 11.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

12. Security and Charge

12.1 In consideration of MZ² agreeing to provide the Works, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

12.2 The Client indemnifies MZ² from and against all MZ²’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising MZ²’ rights under this clause.

12.3 The Client irrevocably appoints MZ² and each director of MZ² as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Client’s behalf.

13. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

13.1 The Client must inspect all Works on completion and must, within seven (7) days of such time, notify MZ² in writing of any evident defect/damage, error or omission, shortage in quantity, or failure to comply with the description or the Quotation. The Client must notify any other alleged defect in the Works as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow MZ² to inspect/review the Works provided.

13.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (“NonExcluded Guarantees”).

13.3 MZ² acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees. MZ² Roofing Pty Ltd – Terms and Conditions of Trade © Copyright – EC Credit Control 1999 - 2018

13.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, MZ² makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Works. MZ²’ liability in respect of these warranties is limited to the fullest extent permitted by law.

13.5 If the Client is a consumer within the meaning of the CCA, MZ²’ liability is limited to the extent permitted by section 64A of Schedule 2.

13.6 If MZ² is required to rectify, re-provide, or pay the cost of re-providing the Works under this clause or the CCA, but is unable to do so, then MZ² may refund any money the Client has paid for the Works but only to the extent that such refund shall take into account the value of Works which have been provided to the Client which were not defective.

13.7 If the Client is not a consumer within the meaning of the CCA, MZ²’ liability for any defect or damage in the Works is:

(a) limited to the value of any express warranty, or warranty card, provided to the Client by MZ² (at MZ²’ sole discretion); or

(b) limited to any warranty to which MZ² is entitled, if MZ² did not manufacture the Materials; or

(c) otherwise negated absolutely.

13.8 Notwithstanding clauses 13.1 to 13.7 but subject to the CCA, MZ² shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

(a) the Client failing to provide proper maintenance of the Works;

(b) the Client using the Works for any purpose other than that for which they were designed;

(c) the Client continuing to use the Works after any defect became apparent or should have become apparent to a reasonably prudent operator or user;

(d) interference with the Works by the Client or any third party without MZ²’ prior approval;

(e) the Client failing to follow any instructions or guidelines provided by MZ²;

(f) fair wear and tear, any accident, or act of God.

13.9 Notwithstanding anything contained in this clause, if MZ² is required by a law to accept a return, then MZ² will only accept a return on the conditions imposed by that law.

14. Default and Consequences of Default

14.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at MZ²’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

14.2 If the Client owes MZ² any money the Client shall indemnify MZ² from and against all costs and disbursements incurred by MZ² in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, MZ²’ contract default fee, and bank dishonour fees).

14.3 Further to any other rights or remedies MZ² may have under this contract, if the Client has made payment to MZ² by credit card, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by MZ² under this clause 14 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this contract.

14.4 Without prejudice to any other remedies MZ² may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions MZ² may suspend or terminate the provision of Works to the Client. MZ² will not be liable to the Client for any loss or damage the Client suffers because MZ² has exercised its rights under this clause.

14.5 Without prejudice to MZ²’ other remedies at law, MZ² shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to MZ² shall, whether or not due for payment, become immediately payable if:

(a) any money payable to MZ² becomes overdue, or in MZ²’ opinion the Client will be unable to make a payment when it falls due; or

(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

15. Cancellation

15.1 MZ² may cancel any contract to which these terms and conditions apply, or cancel provision of the Works at any time before the Works have commenced, by giving written notice to the Client. On giving such notice MZ² shall repay to the Client any sums paid in respect of the Price, less any amounts owing by the Client to MZ² for Materials already procured. MZ² shall not be liable for any loss or damage whatsoever arising from such cancellation.

15.2 In the event that the Client cancels this contract, or the provision of the Works, the Client shall be liable for any and all loss incurred (whether direct or indirect) by MZ² as a direct result of the cancellation (including, but not limited to, any loss of profits).

15.3 Cancellation of orders for Materials made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

16. Privacy Act 1988

16.1 The Client agrees for MZ² to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by MZ².

16.2 The Client agrees that MZ² may exchange information about the Client with those credit providers and with related body corporates for the following purposes:

(a) to assess an application by the Client; and/or

(b) to notify other credit providers of a default by the Client; and/or

(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or

(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.

16.3 The Client consents to MZ² being given a consumer credit report to collect overdue payment on commercial credit.

16.4 The Client agrees that personal credit information provided may be used and retained by MZ² for the following purposes (and for other agreed purposes or required by):

(a) the provision of Works; and/or

(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Works; and/or

(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or

(d) enabling the collection of amounts outstanding in relation to the Works.

16.5 MZ² may give information about the Client to a CRB for the following purposes:

(a) to obtain a consumer credit report;

(b) allow the CRB to create or maintain a credit information file about the Client including credit history. MZ² RoofingPty Ltd – Terms and Conditions of Trade © Copyright – EC Credit Control 1999 - 2018

16.6 The information given to the CRB may include:

(a) personal information as outlined in 16.1 above;

(b) name of the credit provider and that MZ² is a current credit provider to the Client;

(c) whether the credit provider is a licensee;

(d) type of consumer credit;

(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);

(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and MZ² has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);

(g) information that, in the opinion of MZ², the Client has committed a serious credit infringement;

(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).

16.7 The Client shall have the right to request (by e-mail) from MZ²:

(a) a copy of the information about the Client retained by MZ² and the right to request that MZ² correct any incorrect information; and

(b) that MZ² does not disclose any personal information about the Client for the purpose of direct marketing.

16.8 MZ² will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this contract or is required to be maintained and/or stored in accordance with the law.

16.9 The Client can make a privacy complaint by contacting MZ² via e-mail. MZ² will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.

17. Building and Construction Industry Security of Payments Act 1999

17.1 At MZ²’ sole discretion, if there are any disputes or claims for unpaid Works then the provisions of the Building and Construction Industry Security of Payments Act 1999 may apply.

17.2 Nothing in this contract is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payments Act 1999 of New South Wales, except to the extent permitted by the Act where applicable.

18. General

18.1 The failure by MZ² to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect MZ²’ right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

18.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales, the State in which MZ² has its principal place of business, and are subject to the jurisdiction of the Sydney courts in that State.

18.3 Subject to clause 13, MZ² shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by MZ² of these terms and conditions (alternatively MZ²’ liability shall be limited to damages which under no circumstances shall exceed the Price).

18.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by MZ² nor to withhold payment of any invoice because part of that invoice is in dispute.

18.5 MZ² may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

18.6 The Client agrees that MZ² may amend these terms and conditions at any time. If MZ² makes a change to these terms and conditions, then that change will take effect from the date on which MZ² notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for MZ² to provide Works to the Client.

18.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

18.8 The Client warrants that it has the power to enter into this contract and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this contract creates binding and valid legal obligations on it.

If you have any questions regarding our terms and conditions of trade, please feel free to contact us.